EX-4.1






EXHIBIT 4.1




FIFTH AMENDMENT




THIS FIFTH AMENDMENT, dated as of June 26, 2008 (this “Amendment”), is to the Second
Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated
as of September 8, 2004 among PENSKE AUTOMOTIVE GROUP, INC. (formerly known as United Auto Group,
Inc.; the “Company”), various financial institutions (the “Lenders”) and DCFS USA
LLC, as successor agent for the Lenders (the “Agent”). Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.



WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects;



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:



SECTION 1 AMENDMENTS. Effective on the Effective Date (defined below), the Credit
Agreement shall be hereby amended as follows:



1.1 The following definitions shall be added to Section 1.1 of the Credit Agreement in
the appropriate alphabetical order:




Fifth Amendment Effective Date means the “Effective Date” under and as detailed in
the Fifth Amendment to this Agreement, dated as of June 26, 2008.



Term Loans – see Section 2.1.3.



Term Commitment Amount means $219,000,000.




Term Outstandings means, at any time, the aggregate outstanding principal amount of
the Term Loans.



1.2 The following definitions in Section 1.1 of the Credit Agreement shall be amended
by deleting the current definitions and replacing the same in their entireties as follows:




Commitment means, as to any Lender, such Lender’s commitment to make Loans and/or to
issue or participate in Letters of Credit under this Agreement. Each Lender’s Pro Rata
Share of the Revolving Commitment Amount, the L/C Commitment Amount and the Term Commitment
Amount as in effect on the Fifth Amendment Effective Date is set forth on Schedule
2.1.




Interest Rate means, for each day, a rate per annum equal to the sum of (a) (i) in
the case of any day from and including the first day of each calendar month through and
including the 15th day of such calendar month, the LIBO Rate for the first day of such
calendar month and (ii) in the case of any day from and including the 16th day of each
calendar month through and including the last day of such calendar month, the LIBO Rate for
the 16th day of such calendar month (the rate set forth in this clause (a) being the
“Base LIBO Rate”) plus (b) (i) in the case of Revolving Loans, (x) if the aggregate
amount of the Revolving Outstandings plus the Term Outstandings is less than or equal to the
Borrowing Base, a margin of one and three-quarters percent (1.75%) per annum, and (y) if the
Total Outstandings exceed the Borrowing Base, then (A) a margin of two and one-quarter
percent (2.25%) per annum shall apply to the portion of the Revolving Loans equal to the
amount by which the Total Outstandings exceed the Borrowing Base and (B) a margin of one and
three-quarters percent (1.75%) per annum shall apply to the portion of Revolving Loans not
described in the foregoing clause (A) (with each determination of the Borrowing Base
in this clause (i) to be effective as of the first day of the calendar month during
which the applicable Borrowing Base Certificate is delivered) and (ii) in the case of the
Term Loans, a margin of two and one-half percent (2.50%) per annum. Notwithstanding the
foregoing, at any time an Event of Default exists, the applicable margin shall be increased
by two percent (2.00%) per annum. For purposes of this definition, “LIBO Rate”
means, for each date of calculation, (1) the rate of interest (rounded upwards, if
necessary, to the next 1/16th of 1%) published in The Wall Street Journal (Midwest
Edition) on such day (or the immediately preceding Business Day, if such date is not a
Business Day) in its “Money Rates” column as the one-month London Interbank Offered Rate for
Dollar-denominated deposits (if The Wall Street Journal ceases to publish such a
rate or substantially changes the methodology used to determine such rate, then the rate
shall be the rate of interest (rounded upwards, if necessary, to the next 1/16th of 1%)
published by Reuters Monitor Rates Service on such day (or the immediately preceding
Business Day, if such date is not a Business Day) as the one-month London Interbank Offered
Rate for Dollar-denominated deposits or (2) if such rate is not published or available, such
rate as shall be otherwise independently determined by the Agent on a basis substantially
similar to the methodology used by The Wall Street Journal on the date of this
Agreement.



Loans means the Revolving Loans and the Term Loans.




Maximum Availability means, at any time, (a) the Borrowing Base plus the lesser of
(x) $300,000,000 and (y) 35% of the Domestic Blue Sky Value at such time minus (b) the sum
of the Revolving Outstandings plus the Term Outstandings, at such time.




Pro Rata Share means, with respect to any Lender, the percentage which (a) the
aggregate amount of such Lender’s Commitments is of (b) the Commitments of all Lenders;
provided that, after any of the Commitments have been terminated, “Pro Rata Share”
shall mean, as to any Lender, the percentage which the sum of the aggregate principal amount
of such Lender’s Revolving Loans plus the participations of such Lender in all
Letters of Credit plus the aggregate principal amount of such Lender’s Term Loans is
of the sum of the aggregate principal amount of all Revolving Loans plus the Stated
Amount of all Letters of Credit plus the aggregate principal amount of the Term
Loan. The Pro Rata Share of each Lender as of the Fifth Amendment Effective Date is set
forth on Schedule 2.1.




Total Outstandings means, at any time, the sum of (a) the Revolving Outstandings,
plus (b) the Stated Amount of all Letters of Credit plus (c) the Term Outstandings.



1.3 The Credit Agreement shall be amended by adding the following new Section 2.1.3
thereto after Section 2.1.2:




2.1.3 Term Loan Commitment. Each Lender agrees to make a loan to the Company (each
such loan, a “Term Loan”), in a single drawing, no later than July 31, 2008, in such
Lender’s Pro Rata Share of the Term Commitment Amount; provided that the Total
Outstandings will not, at any time, exceed the Borrowing Base by more than the lesser of (x)
$300,000,000 and (y) 35% of the Domestic Blue Sky Value at such time. The commitments of
the Lenders to make the Term Loan shall expire concurrently with the making of the Term
Loans. Once repaid, no portion of the Term Loans may be reborrowed.



1.4 Section 5.2 of the Credit Agreement shall be amended by deleting the first
sentence of such Section in its entirety and replacing the same with the following:




The Company agrees to pay to the Agent for the account of the Lenders a non-use fee (the
“Non-Use Fee”) equal to 0.35% per annum (computed for the actual number of days
elapsed on the basis of a year of 360 days) of an amount equal to the Commitments (other
than the Commitments to make Term Loans and issue Letters of Credit) less the Revolving
Outstandings.



1.5 Section 5.3 of the Credit Agreement shall be amended by deleting clause
(b) in its entirety and replacing the same with the following:




(b) Each Lender hereby acknowledges and agrees that the Agent may deduct from payments of
the Non-Use Fees received by it from the Company an amount equal to 0.10% per annum of an
amount equal to such Lender’s Pro Rata Share of the Commitments (other than the Commitments
to make Term Loans and issue Letters of Credit) less such Lender’s Pro Rata Share of the
Revolving Outstandings, and that all payments of each Lender’s Pro Rata Share of Non-Use
Fees to such Lender by the Agent shall be net of such amount.



1.6 Section 6.1(a) of the Credit Agreement shall be amended by deleting the last
sentence of such Section in its entirety and replacing the same with the following:




All reductions of the Revolving Commitment Amount shall reduce the Commitments to make
Revolving Loans pro rata among the Lenders according to their respective Pro Rata Shares.



1.7 Section 9.12(a) of the Credit Agreement shall be amended by inserting the
following at the end of such Section:




; and use the proceeds of the Term Loans solely to effect the Investment permitted under
Section 9.19(k)



1.8 Section 9.18 of the Credit Agreement shall be amended by inserting the following
language at the end thereof:




and businesses engaged in by Penske Truck Leasing Co., L.P., a Delaware limited partnership,
on the Fifth Amendment Effective Date and businesses reasonably related thereto



1.9 Section 9.19 of the Credit Agreement shall be amended by inserting the following
as a new clause (k) thereto after existing clause (j) thereto and relettering each of the
subsequent clauses:




(k) Investments in an aggregate not to exceed nine percent (9%) of the outstanding limited
partnership interests (calculated as of June 26, 2008) in Penske Truck Leasing Co., L.P., a
Delaware limited partnership.



1.10 Section 13.1 of the Credit Agreement shall be amended by deleting clause
(ii) thereof in its entirety and replacing the same with the following:




(ii) increase the Revolving Commitment Amount, the L/C Commitment Amount or the Term
Commitment Amount,



1.11 Section 13.9.1 of the Credit Agreement shall be amended by (i) deleting “and the
L/C Commitment Amount” from clause (i) of the first sentence of such Section and inserting
“, the L/C Commitment Amount and the Term Commitment Amount” to the end of such clause and (ii)
restating clause (b) of the proviso to the first sentence of such Section to read in its entirety
as follows:




(b) no assignment and delegation may be made to any Person that does not assign and delegate
to such Person an equal Pro Rata Share of the Revolving Commitment Amount and the Term
Commitment Amount and all Revolving Loans and Term Loans and the L/C Commitment Amount and
all Letters of Credit,



1.12 Schedule 2.1 of the Credit Agreement shall be deleted in its entirety and
replaced with Schedule 2.1 attached hereto.



1.13 Schedule I of the Pledge Agreement shall be supplemented by adding the
information on Schedule I attached hereto; provided that such interest are pledged to the
satisfaction of the Agent and to the Agent for the benefit of the Lenders.



SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the
Agent and the Lenders that: (a) the representations and warranties made in Section 8 of
the Credit Agreement are true and correct on and as of the date hereof with the same effect as if
made on and as of the date hereof (except to the extent relating solely to an earlier date, in
which case they were true and correct as of such earlier date); (b) no Event of Default or
Unmatured Event of Default exists or will result from the execution of this Amendment; (c) no event
or circumstance has occurred since the Effective Date that has resulted, or would reasonably be
expected to result, in a Material Adverse Effect; (d) the execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the “Amended Credit Agreement”) (i) are within the corporate
powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have
received all necessary approval from any governmental authority and (iv) do not and will not
contravene or conflict with any provision of any law, rule or regulation or any order, decree,
judgment or award which is binding on the Company or any of its Subsidiaries or of any provision of
the certificate of incorporation or bylaws or other organizational documents of the Company or of
any agreement, indenture, instrument or other document which is binding on the Company or any of
its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating to enforceability.



SECTION 3 CONDITIONS TO EFFECTIVENESS. The amendments set forth in Section 1
above shall become effective on the date (the “Effective Date”) when the following
conditions precedent have been satisfied, each in form and substance satisfactory to the Agent:



3.1 Amendment. The Agent shall have received a counterpart of this Amendment executed
by the Company and each Lender (or, in the case of any party other than the Company from which the
Agent has not received a counterpart hereof, facsimile confirmation of the execution of a
counterpart hereof by such party).



3.2 Reaffirmation. A counterpart of the Reaffirmation of Loan Documents,
substantially in the form of Exhibit A, executed by each Loan Party other than the Company.



3.3 Partnership Agreement. A certified copy of the Agreement of Limited Partnership
of Penske Truck Leasing Co., L.P.



3.4 Upfront Fee. The Company shall have paid to the Agent for the account of each
Lender a fee equal to .10% of such Lender’s Pro Rata Share of the Term Commitment Amount.



3.5 Opinion of Counsel. An opinion of counsel reasonably satisfactory to the Agent.



3.6 Resolutions. Certified copies of resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Amendment and the performance of the Credit
Agreement as amended by the Amendment.



3.7 Incumbency and Signature Certificates. A certificate of the Secretary or an
Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names
of the officer or officers of such entity authorized to sign this Amendment, the Reaffirmation and
any other Loan Document to which such entity is a party, together with a sample of the true
signature of each such officer (it being understood that the Agent and each Lender may conclusively
rely on each such certificate until formally advised by a like certificate of any changes therein).



3.8 Security Interest. The Agent is satisfied that all steps necessary to perfect its
security interest in the Penske Truck Leasing Co., L.P. limited partnership interests of the
Company have been taken; all consents necessary to permit the pledge of such limited partnership
interests to the Agent shall have been obtained and be in full force and effect.



3.9 Other Documents. Such other documents as the Agent or any Lender may reasonably
request.



SECTION 4 MISCELLANEOUS.



4.1 Continuing Effectiveness, etc. As hereby amended, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all respects. All
references in the Credit Agreement, the Notes, each other Loan Document and any similar document to
the “Credit Agreement” or similar terms shall refer to the Amended Credit Agreement.



4.2 Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same Amendment.



4.3 Expenses. The Company agrees to pay the reasonable costs and expenses of the
Agent (including reasonable fees and disbursements of counsel, including, without duplication, the
allocable costs of internal legal services and all disbursements of internal legal counsel) in
connection with the preparation, execution and delivery of this Amendment.



4.4 Severability of Provisions. In the event that any provision in or obligation
under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



4.5 Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or the
Agreement or any provision hereof or thereof.



4.6 Governing Law. This Amendment shall be a contract made under and governed by the
laws of the State of New York applicable to contracts made and to be wholly performed within the
State of New York.



4.7 Successors and Assigns. This Amendment shall be binding upon the Company, the
Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit
of the Company, the Lenders and the Agent and the successors and assigns of the Lenders and the
Agent.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



1




Delivered as of the day and year first above written.



PENSKE AUTOMOTIVE GROUP, INC.



By: /s/ Robert O’Shaughnessy

Title: Executive Vice President – Finance





DCFS USA LLC, as Agent, as Issuing Lender and as a




Lender



By: /s/ Michele Nowak

Title: Credit Director National Accounts




TOYOTA MOTOR CREDIT CORPORATION,



as a Lender



By: /s/ Mark Doi

Title: National Dealer Credit Manager




2




SCHEDULE 2.1




LENDERS AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Share of Revolving	 	Share of L/C	 	Share of Term	 	 
	Lender	 	Commitment Amount	 	Commitment Amount	 	Commitment Amount	 	Pro Rata Share
	DCFC USA LLC
	 	$	173,076,923.08	 	 	$	6,923,076.92	 	 	$	151,615,384.62	 	 	 	69.2307692307692	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Toyota Motor Credit
Corporation
	 	$	76,923,076.92	 	 	$	3,076,923.08	 	 	$	67,384,615.38	 	 	 	30.7692307692308	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	$	250,000,000	 	 	$	10,000,000	 	 	$	219,000,000	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






3



SCHEDULE I – PLEDGED INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Partnership
	 	 	 	 	 	 	Interest Pledged
	Partnership	 	Pledgors	 	Hereunder
	Penske Truck Leasing Co., L.P.
	 	Penske Automotive Group, Inc.	 	 	9	%






4




EXHIBIT A




FORM OF REAFFIRMATION




as of June 26, 2008




DCFS USA LLC, as Agent


and the Lenders party


to the Second Amended and Restated Credit Agreement


referred to below


36455 Corporate Drive


Farmington Hills, Michigan 48331


Attn: Michele Nowak



Re: Reaffirmation of Loan Documents



Ladies and Gentlemen:



Please refer to:



(a) The Second Amended and Restated Security Agreement dated as of September 8, 2004 (the
“Security Agreement”) among Penske Automotive Group, Inc. (formerly known as United Auto
Group, Inc.; the “Company”), its subsidiaries and DCFS USA LLC in its capacity as Agent (in
such capacity, the “Agent”);



(b) The Guaranty dated as of October 8, 1999 (the “Guaranty”) executed in favor of the
Agent and various other parties by all subsidiaries of the Company; and



(c) The Pledge Agreement dated as of October 8, 1999 (the “Pledge Agreement”) executed
by the Company and certain of its subsidiaries.



Each of the undersigned acknowledges that the Company, the Lenders and the Agent have executed
the Fifth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement
dated as of September 8, 2004 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”). Capitalized terms not otherwise defined herein have the meanings
given in the Credit Agreement.



Each of the undersigned hereby confirms that the Security Agreement, the Guaranty, the Pledge
Agreement and each other Loan Document to which such undersigned is a party remains in full force
and effect after giving effect to the effectiveness of the Amendment and that, upon such
effectiveness, all references in each Loan Document to the “Credit Agreement” shall be references
to the Credit Agreement, as amended by the Amendment.



5



This letter agreement may be signed in counterparts and by the various parties on separate
counterparts. This letter agreement shall be governed by the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.



	 	 	 	 	 	 	 
	ATLANTIC AUTO FUNDING CORPORATION

	 	

	ATLANTIC AUTO SECOND FUNDING CORP

	 	ORATION
	ATLANTIC AUTO THIRD FUNDING CORPO

	 	RATION
	AUTO MALL PAYROLL SERVICES, INC.

	 	

	BRETT MORGAN CHEVROLET-GEO, INC.

	 	

	CJNS, LLC

	 	

	CLASSIC AUTO GROUP, INC.

	 	

	CLASSIC IMPORTS, INC.

	 	

	CLASSIC MANAGEMENT COMPANY, INC.

	 	

	CLASSIC TURNERSVILLE, INC.

	 	

	COVINGTON PIKE DODGE, INC.

	 	

	CYCLE HOLDINGS, LLC

	 	

	DAN YOUNG CHEVROLET, INC.

	 	

	DIFEO PARTNERSHIP, LLC

	 	

	EUROPA AUTO IMPORTS, INC.

	 	

	FLORIDA CHRYSLER-PLYMOUTH, INC.

	 	

	FRN of TULSA, LLC

	 	

	GENE REED CHEVROLET, INC.

	 	

	GMG MOTORS, INC.

	 	







	 	 	 	 	 
	GOODSON NORTH, LLC

	 	


	GOODSON PONTIAC GMC, LLC

	 	


	GOODSON SPRING BRANCH, LLC

	 	


	HBL, LLC

	 	


	HT AUTOMOTIVE, LLC

	 	


	JS IMPORTS, LLC

	 	


	KMPB, LLC

	 	


	KMT/UAG, INC.

	 	


	LANDERS AUTO SALES, LLC

	 	


	LANDERS BUICK-PONTIAC, INC.

	 	


	LANDERS FORD NORTH, INC.

	 	


	LANDERS UNITED AUTO GROUP NO. 2,

	 	INC.

	LATE ACQUISITION I, LLC

	 	


	LATE ACQUISITION II, LLC

	 	


	LMNS, LLC

	 	


	LRP, LTD.

	 	


	MICHAEL CHEVROLET-OLDSMOBILE, INC

	 	 	.	 
	MOTORCARS ACQUISITION II, LLC

	 	


	MOTORCARS ACQUISITION III, LLC

	 	


	MOTORCARS ACQUISITION IV, LLC

	 	


	MOTORCARS ACQUISITION V, LLC

	 	


	MOTORCARS ACQUISITION VI, LLC

	 	


	MOTORCARS ACQUISITION, LLC

	 	


	PAG ACQUISITION 15, LLC

	 	


	PAG AUSTIN S1, LLC

	 	


	PAG CLOVIS T1, INC.

	 	


	PAG LONG ISLAND B1, LLC

	 	


	PAG LONG ISLAND L1, LLC

	 	


	PAG LONG ISLAND M1, LLC

	 	


	PAG MICHIGAN S1, LLC

	 	


	PAG NORTH SCOTTSDALE BE, LLC

	 	


	PAG TURNERSVILLE AU, LLC

	 	


	PAG MICHIGAN HOLDINGS, LLC

	 	


	PAG WEST, LLC

	 	


	PALM AUTO PLAZA, LLC

	 	


	PEACHTREE NISSAN, INC.

	 	


	PENSKE DIRECT, LLC

	 	


	PENSKE WHOLESALE OUTLET, LLC

	 	


	PMRC, LLC

	 	


	RELENTLESS PURSUIT ENTERPRISES, I

	 	NC.

	SA AUTOMOTIVE, LTD.

	 	


	SAU AUTOMOTIVE, LTD.

	 	


	SCOTTSDALE 101 MANAGEMENT, LLC

	 	


	SCOTTSDALE FERRARI, LLC

	 	


	SCOTTSDALE JAGUAR, LTD.

	 	


	SCOTTSDALE MANAGEMENT GROUP, LTD.

	 	


	SCOTTSDALE PAINT & BODY, LLC

	 	


	SIGMA MOTORS INC.

	 	


	SK MOTORS, LLC

	 	


	SL AUTOMOTIVE, LLC

	 	


	SMART USA DISTRIBUTOR, LLC

	 	


	SOMERSET MOTORS, INC.

	 	


	SUN MOTORS, LLC

	 	


	TRI-CITY LEASING, INC.

	 	


	TURNERSVILLE AUTO OUTLET, LLC

	 	


	UAG ATLANTA H1, LLC

	 	


	UAG ATLANTA IV MOTORS, INC.

	 	


	UAG ARKANSAS FLM, LLV

	 	


	UAG CAPITOL, INC.

	 	


	UAG CAROLINA, INC.

	 	


	UAG CENTRAL NJ, LLC

	 	


	UAG CENTRAL REGION MANAGEMENT, LL

	 	 	C	 
	UAG CHANTILLY AU, LLC

	 	


	UAG CHCC, INC.

	 	


	UAG CHEVROLET, INC.

	 	


	UAG CLASSIC, INC.

	 	


	UAG CLOVIS, INC.

	 	


	UAG CONNECTICUT I, LLC

	 	


	UAG CONNECTICUT, LLC

	 	


	UAG DULUTH, INC.

	 	


	UAG EAST, LLC

	 	


	UAG ESCONDIDO A1, INC.

	 	


	UAG ESCONDIDO H1, INC.

	 	


	UAG ESCONDIDO M1, INC.

	 	


	UAG FAIRFIELD CA, LLC

	 	


	UAG FAIRFIELD CM, LLC

	 	


	UAG FAIRFIELD CP, LLC

	 	


	UAG FAYETTEVILLE I, LLC

	 	


	UAG FAYETTEVILLE II, LLC

	 	


	UAG FAYETTEVILLE III, LLC

	 	


	UAG FINANCE COMPANY, INC.

	 	


	UAG GD, LTD.

	 	


	UAG GN, LTD.

	 	


	UAG GP, LTD

	 	


	UAG GRACELAND II, INC.

	 	


	UAG GW, LTD.

	 	


	UAG HOUSTON ACQUISITION, LTD.

	 	


	UAG HUDSON, INC.

	 	


	UAG HUDSON CJD, LLC

	 	


	UAG INTERNATIONAL HOLDINGS, INC.

	 	


	UAG KISSIMMEE MOTORS, INC.

	 	


	UAG LANDERS SPRINGDALE, LLC

	 	


	UAG LOS GATOS, INC.

	 	


	UAG MARIN, INC.

	 	


	UAG MEMPHIS II, INC.

	 	


	UAG MEMPHIS IV, INC.

	 	


	UAG MEMPHIS MANAGEMENT, LLC

	 	


	UAG MENTOR ACQUISITION, LLC

	 	


	UAG MICHIGAN CADILLAC, LLC

	 	


	UAG MICHIGAN H1, LLC

	 	


	UAG MICHIGAN H2, LLC

	 	


	UAG MICHIGAN PONTIAC-GMC, LLC

	 	


	UAG MICHIGAN T1, LLC

	 	


	UAG MICHIGAN TMV, LLC

	 	


	UAG MINNEAPOLIS B1, LLC

	 	


	UAG NANUET I, LLC

	 	


	UAG NANUET II, LLC

	 	


	UAG NEVADA LAND, LLC

	 	


	UAG NORTHEAST BODY SHOP, INC.

	 	


	UAG NORTHEAST, LLC

	 	


	UAG OLDSMOBILE OF INDIANA, LLC

	 	


	UAG/PFS, INC.

	 	


	UAG PHOENIX VC, LLC

	 	


	UAG REALTY, LLC

	 	


	UAG ROYAL PALM, LLC

	 	


	UAG ROYAL PALM M1, LLC

	 	


	UAG SAN DIEGO A1, INC.

	 	


	UAG SAN DIEGO H1, INC.

	 	


	UAG SAN DIEGO JA, INC.

	 	


	UAG SOUTHEAST, INC.

	 	


	UAG SPRING, LLC

	 	


	UAG STEVENS CREEK II, INC.

	 	


	UAG SUNNYVALE, INC.

	 	


	UAG TEXAS II, INC.

	 	


	UAG TEXAS, LLC

	 	


	UAG TULSA HOLDINGS, LLC

	 	


	UAG TURNERSVILLE MOTORS, LLC

	 	


	UAG TURNERSVILLE REALTY, LLC

	 	


	UAG VK, LLC

	 	


	UAG WEST BAY AM, LLC

	 	


	UAG WEST BAY FM, LLC

	 	


	UAG WEST BAY IA, LLC

	 	


	UAG WEST BAY IAU, LLC

	 	


	UAG WEST BAY IB, LLC

	 	


	UAG WEST BAY II, LLC

	 	


	UAG WEST BAY IL, LLC

	 	


	UAG WEST BAY IM, LLC

	 	


	UAG WEST BAY IP, LLC

	 	


	UAG WEST BAY IV, LLC

	 	


	UAG WEST BAY IW, LLC

	 	


	UAG YOUNG II, INC.

	 	


	UAG-CARIBBEAN, INC.

	 	


	PENSKE AUTOMOTIVE GROUP, INC.

	 	


	UNITED AUTO LICENSING, LLC

	 	


	UNITEDAUTO SCOTTSDALE PROPERTY HO

	 	LDINGS, LLC

	UNITED AUTOCARE PRODUCTS, LLC

	 	


	UNITED NISSAN, INC., A GEORGIA CO

	 	RPORATION

	UNITED NISSAN, INC., A TENNESSEE

	 	CORPORATION

	UNITED RANCH AUTOMOTIVE, LLC

	 	


	UNITED AUTO DODGE OF SHREVEPORT,

	 	INC.

	UNITEDAUTO FIFTH FUNDING INC.

	 	


	UNITEDAUTO FINANCE INC.

	 	


	UNITEDAUTO FOURTH FUNDING INC.

	 	


	WEST PALM AUTO MALL, INC.

	 	


	WEST PALM NISSAN, LLC

	 	


	WEST PALM S1, LLC

	 	


	WESTBURY SUPERSTORE, LTD.

	 	


	WTA MOTORS, LTD.

	 	


	YOUNG MANAGEMENT GROUP, INC.

	 	


	UNITED FORD NORTH, LLC

	 	


	UNITED FORD BROKEN ARROW, LLC

	 	


	DEALER ACCESSORIES, LLC

	 	


	UAG WEST BAY IN, LLC

	 	


	UAG SAN DIEGO AU, INC.

	 	


	UAG SAN DIEGO MANAGEMENT, INC.

	 	








By:

Title:




6




CLASSIC MOTOR SALES, LLC






CLASSIC ENTERPRISES, LLC




By: Penske Automotive Group, Inc.




Member




By:                                                   
                           


Title: Executive Vice President – Finance




CLASSIC NISSAN OF TURNERSVILLE, LLC




By: Classic Management Company, Inc.




Member




By:                                                   
                           


Title: Assistant Treasurer




YOUNG AUTOMOTIVE HOLDINGS, LLC






DAN YOUNG MOTORS, LLC




By: DAN YOUNG CHEVROLET, INC.




Member




By:                                                   
                           


Title: Assistant Treasurer




SHANNON AUTOMOTIVE, LTD.




By: UAG TEXAS, LLC




a general partner




By:                                                   
                           


Title: Treasurer




UAG CITRUS MOTORS, LLC




By: Penske Automotive Group, Inc.




Member




By:                                                   
                           


Title: Executive Vice President — Finance




PAG EAST, LLC






D. YOUNG CHEVROLET, LLC




By: Penske Automotive Group, Inc., Member




By:                                                   
                    


Title: Executive Vice President — Finance




NATIONAL CITY FORD, INC.






CENTRAL FORD CENTER, INC.




By:                                                   
                    


Title:  Assistant Treasurer




COUNTY AUTO GROUP PARTNERSHIP


DANBURY AUTO PARTNERSHIP


DIFEO CHRYSLER PLYMOUTH JEEP


EAGLE PARTNERSHIP


DIFEO HYUNDAI PARTNERSHIP


DIFEO LEASING PARTNERSHIP


DIFEO NISSAN PARTNERSHIP


DIFEO TENAFLY PARTNERSHIP


HUDSON MOTOR PARTNERSHIP



7




OCT PARTNERSHIP


SOMERSET MOTORS PARTNERSHIP




By: DIFEO PARTNERSHIP, INC.




a general partner




By:                                                   
                           


Title:  Assistant Treasurer




TAMBURRO ENTERPRISES, INC.






CLASSIC SPECIAL ADVERTISING, INC.


CLASSIC SPECIAL AUTOMOTIVE GP, LLC


CLASSIC SPECIAL, LLC




By:                                                   
                           


Title:  Assistant Treasurer




CLASSIC SPECIAL AUTOMOTIVE, LTD.




By: Classic Special Automotive GP, LLC




General Partner




By:                                                   
                           


Title:  Assistant Treasurer




CLASSIC SPECIAL HYUNDAI, LTD.


HILL COUNTRY IMPORTS, LTD.


CLASSIC OLDSMOBILE PONTIAC-GMC, LTD.




By: Classic Special, LLC




By:                                                   
                           


Title:  Assistant Treasurer




PAG ORLANDO LIMITED, INC.






PAG ORLANDO GENERAL, INC.




By:                                                   
                           


Title:  Assistant Treasurer



8




PAG ORLANDO PARTNERSHIP, LTD.




By: PAG Orlando General, Inc.




General Partner




By:                                                   
                           


Title:  Assistant Treasurer




9